What changed in this filing

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Item 1. Financial Statements

2026-08-06 compared with 2026-05-07 · 374 added, 181 removed, 1167 unchanged (32% of the section changed)

2 unchanged sentences

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

(in thousands, except for share data) March 31,

(in thousands, except for share data) June 30,

2026 December 31,

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Equity securities 88,541 82,774

Trading debt securities 26,493 —

Available for sale debt securities 4,292,148 4,202,218

Held to maturity debt securities (net of allowance for credit losses of $ 746 at March 31, 2026 and $ 734 at December 31, 2025)

Held to maturity debt securities (net of allowance for credit losses of $ 744 at June 30, 2026 and $ 734 at December 31, 2025)

3,757,200 3,495,837

Total investment securities 8,164,382 7,780,829

Loans held for sale (includes fair value of $ 2,477 at March 31, 2026 and $ 8,212 at December 31, 2025 for loans originated for sale)

Loans held for sale (includes fair value of $ 4,940 at June 30, 2026 and $ 8,212 at December 31, 2025 for loans originated for sale)

13,690 26,236

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50,000,000 authorized shares:

Series A ( 4,600,000 shares issued at March 31, 2026 and December 31, 2025)

Series A ( 4,600,000 shares issued at June 30, 2026 and December 31, 2025)

111,590 111,590

Series B ( 4,000,000 shares issued at March 31, 2026 and December 31, 2025)

Series B ( 4,000,000 shares issued at June 30, 2026 and December 31, 2025)

98,101 98,101

Series C ( 6,000,000 shares issued at March 31, 2026 and December 31, 2025)

Series C ( 6,000,000 shares issued at June 30, 2026 and December 31, 2025)

144,654 144,654

Common stock ( no par value, authorized 650,000,000 shares;

issued 560,878,750 shares at March 31, 2026 and December 31, 2025)

issued 560,878,750 shares at June 30, 2026 and December 31, 2025)

196,730 196,730

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Accumulated other comprehensive loss ( 99,617 ) ( 74,379 )

Treasury stock, at cost ( 6,561,874 common shares at March 31, 2026 and 4,260,729 common shares at December 31, 2025)

Treasury stock, at cost ( 7,809,650 common shares at June 30, 2026 and 4,260,729 common shares at December 31, 2025)

( 97,004 ) ( 46,776 )

6 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

Interest Income

14 unchanged sentences

Net Interest Income 487,024 432,408 958,549 852,513

Provision (credit) for credit losses for available for sale and held to maturity securities 12 ( 14 )

(Credit) provision for credit losses for available for sale and held to maturity securities ( 2 ) 4 10 ( 10 )

Provision for credit losses for loans 29,166 37,795 50,410 100,470

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Service charges on deposit accounts 18,728 14,705 36,932 27,431

Gains on securities transactions, net 21 46

Gains (losses) on securities transactions, net 50 ( 1 ) 71 45

Fees from loan servicing 3,268 3,671 6,486 6,886

10 unchanged sentences

Professional and legal fees 29,533 19,970 54,675 35,640

Loss on extinguishment of debt — 922 — 922

Amortization of tax credit investments 16,157 9,134 32,171 18,454

14 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

Net income $ 170,885 $ 133,167 $ 334,798 $ 239,225

8 unchanged sentences

Defined benefit pension and postretirement benefit plans

Amortization of actuarial net loss 11 88

Gain arising during the period 2,299 — 2,299 —

Pension settlement gain reclassified to earnings ( 169 ) — ( 169 ) —

Amortization of actuarial net losses reclassified to earnings 12 88 23 176

Total 2,142 88 2,153 176

Total other comprehensive (loss) income ( 2,014 ) 8,363 ( 25,238 ) 35,445

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CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (Unaudited)

For the Three Months Ended March 31, 2026

For the Six Months Ended June 30, 2026

Common Stock Accumulated

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Balance - March 31, 2026 $ 354,345 554,317 $ 196,730 $ 5,451,735 $ 2,003,048 $ ( 97,603 ) $ ( 79,812 ) $ 7,828,443

For the Three Months Ended March 31, 2025

Net income — — — — 170,885 — — 170,885

Other comprehensive loss, net of tax — — — — — ( 2,014 ) — ( 2,014 )

Cash dividends declared:

Preferred stock, Series A, $ 0.50 per share

— — — — ( 2,295 ) — — ( 2,295 )

Preferred stock, Series B, $ 0.48 per share

— — — — ( 1,927 ) — — ( 1,927 )

Preferred stock, Series C, $ 0.52 per share

— — — — ( 3,094 ) — — ( 3,094 )

Common stock, $ 0.11 per share

— — — — ( 61,673 ) — — ( 61,673 )

Effect of stock incentive plan, net — 252 — 7,033 ( 1,022 ) — 3,069 9,080

Common stock repurchased — ( 1,500 ) — — — — ( 20,261 ) ( 20,261 )

Balance - June 30, 2026

$ 354,345 553,069 $ 196,730 $ 5,458,768 $ 2,103,922 $ ( 99,617 ) $ ( 97,004 ) $ 7,917,144

For the Six Months Ended June 30, 2025

Common Stock Accumulated

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$ 354,345 560,028 $ 196,520 $ 5,444,756 $ 1,634,690 $ ( 128,252 ) $ ( 2,162 ) $ 7,499,897

Net income — — — — 133,167 — — 133,167

Other comprehensive income, net of tax — — — — — 8,363 — 8,363

Cash dividends declared:

Preferred stock, Series A, $ 0.39 per share

— — — — ( 1,797 ) — — ( 1,797 )

Preferred stock, Series B, $ 0.51 per share

— — — — ( 2,057 ) — — ( 2,057 )

Preferred stock, Series C, $ 0.52 per share

— — — — ( 3,094 ) — — ( 3,094 )

Common stock, $ 0.11 per share

— — — — ( 62,466 ) — — ( 62,466 )

Effect of stock incentive plan, net — 504 86 6,787 ( 3,540 ) — 2,239 5,572

Common stock repurchased — ( 250 ) — — — — ( 2,164 ) ( 2,164 )

Balance - June 30, 2025

$ 354,345 560,282 $ 196,606 $ 5,451,543 $ 1,694,903 $ ( 119,889 ) $ ( 2,087 ) $ 7,575,421

See accompanying notes to consolidated financial statements.

2 unchanged sentences

(in thousands)

Three Months Ended

Six Months Ended

Cash flows from operating activities:

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Gains on sales of assets, net 12 ( 187 )

Loss on extinguishment of debt — 922

Net change in:

Fair value of financial instruments hedged by derivative transactions 1,689 7,048

Trading debt securities ( 26,493 ) —

Lease right of use assets 14,989 ( 4,192 )

3 unchanged sentences

Accrued expenses and other liabilities 110,056 ( 394,992 )

Net cash provided by (used in) operating activities 209,634 ( 17,122 )

Net cash provided by operating activities 373,176 142,032

Cash flows from investing activities:

17 unchanged sentences

(in thousands)

Three Months Ended

Six Months Ended

Cash flows from financing activities:

1 unchanged sentence

Net change in short-term borrowings 342,009 89,526

Proceeds from issuance of long-term borrowings, net 594,084 210,000

Repayments of long-term borrowings ( 900,000 ) ( 488,000 )

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Other, net ( 825 ) ( 257 )

Net cash provided by (used in) financing activities 171,700 ( 473,996 )

Net cash provided by financing activities 1,756,717 310,854

Net change in cash and cash equivalents ( 616,676 ) ( 703,708 )

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In accordance with GAAP, Valley does not consolidate statutory trusts established for the sole purpose of issuing trust preferred securities and related trust common securities.

In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to fairly present Valley’s financial position, results of operations, changes in shareholders' equity and cash flows at March 31, 2026 and for all periods presented have been made.

The results of operations for the three months ended March 31, 2026 are not necessarily indicative of the results to be expected for the entire fiscal year or any subsequent interim period.

In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to fairly present Valley’s financial position, results of operations, changes in shareholders' equity and cash flows at June 30, 2026 and for all periods presented have been made.

The results of operations for the three and six months ended June 30, 2026 are not necessarily indicative of the results to be expected for the entire fiscal year or any subsequent interim period.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP and industry practice have been condensed or omitted pursuant to rules and regulations of the SEC.

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Current economic conditions increase uncertainty in these estimates, and actual results could differ materially.

Also, future amounts and values may differ materially from those estimates due to changes in values and circumstances after the balance sheet date.

Future amounts and values may also differ materially from those estimates due to changes in values and circumstances after the balance sheet date.

Earnings Per Common Share

The following table shows the calculation of both basic and diluted earnings per common share for the three months ended March 31, 2026 and 2025:

The following table shows the calculation of both basic and diluted earnings per common share for the three and six months ended June 30, 2026 and 2025:

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

(in thousands, except for share and per share data)

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Diluted 0.29 0.22 0.57 0.40

Common stock equivalents represent the dilutive effect of additional common shares issuable upon the assumed vesting or exercise, if applicable, of RSUs and stock options to purchase Valley’s common shares.

Stock options

and RSUs with exercise and vesting prices that exceed the average market price of Valley’s common stock during the periods presented may have an anti-dilutive effect on the diluted earnings per common share calculation and therefore are excluded from the diluted earnings per share calculation.

Pote ntial anti-dilutive weighted common shares totaled approximately 1.3 million and 638 thousand for the three months ended March 31, 2026 and 2025, respectively.

Common stock equivalents represent the dilutive effect of additional common shares issuable upon the assumed vesting or exercise, as applicable, of RSUs and stock options to purchase Valley’s common shares.

Stock options and RSUs with exercise and vesting prices that exceed the average market price of Valley’s common stock during the periods presented may have an anti-dilutive effect on the diluted earnings per common share calculation for the periods presented and therefore are excluded from the diluted earnings per share calculation.

Pote ntial anti-dilutive weighted common shares totaled approximately 226 thousand and 3.5 million for the three months ended June 30, 2026 and 2025, respectively, and 211 thousand and 798 thousand for the six months ended June 30, 2026 and 2025, respectively.

Accumulated Other Comprehensive Loss

The following tables present the after-tax changes in the balances of each component of accumulated other comprehensive loss for th e three months ended March 31, 2026 and 2025:

The following tables present the after-tax changes in the balances of each component of accumulated other comprehensive loss for th e three and six months ended June 30, 2026 and 2025:

Components of Accumulated Other Comprehensive Loss Total

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(in thousands)

December 31, 2025 $ ( 64,553 ) $ 420 $ ( 10,246 ) $ ( 74,379 )

Other comprehensive loss before reclassification ( 23,105 ) — — ( 23,105 )

March 31, 2026 $ ( 87,665 ) $ 297 $ ( 10,235 ) $ ( 97,603 )

Other comprehensive (loss) gain before reclassification ( 4,031 ) — 2,299 ( 1,732 )

Amounts reclassified to earnings — ( 125 ) ( 157 ) ( 282 )

Other comprehensive (loss) income, net ( 4,031 ) ( 125 ) 2,142 ( 2,014 )

June 30, 2026 $ ( 91,696 ) $ 172 $ ( 8,093 ) $ ( 99,617 )

March 31, 2025 $ ( 106,686 ) $ 1,027 $ ( 22,593 ) $ ( 128,252 )

Other comprehensive income before reclassification 8,496 — — 8,496

Amounts reclassified to earnings — ( 221 ) 88 ( 133 )

Other comprehensive income (loss), net 8,496 ( 221 ) 88 8,363

June 30, 2025 $ ( 98,190 ) $ 806 $ ( 22,505 ) $ ( 119,889 )

Components of Accumulated Other Comprehensive Loss Total

Comprehensive

Unrealized Gains

and Losses on

AFS Securities Unrealized Gains

and Losses on

Derivatives Defined Benefit

Pension and Postretirement Benefit Plans

(in thousands)

December 31, 2025 $ ( 64,553 ) $ 420 $ ( 10,246 ) $ ( 74,379 )

Other comprehensive (loss) gain before reclassification ( 27,136 ) — 2,299 ( 24,837 )

Amounts reclassified to earnings ( 7 ) ( 248 ) ( 146 ) ( 401 )

Other comprehensive (loss) income, net ( 27,143 ) ( 248 ) 2,153 ( 25,238 )

June 30, 2026 $ ( 91,696 ) $ 172 $ ( 8,093 ) $ ( 99,617 )

December 31, 2024 $ ( 133,898 ) $ 1,245 $ ( 22,681 ) $ ( 155,334 )

Other comprehensive income before reclassification 35,708 — — 35,708

1 unchanged sentence

Other comprehensive income (loss), net 35,708 ( 439 ) 176 35,445

March 31, 2025 $ ( 106,686 ) $ 1,027 $ ( 22,593 ) $ ( 128,252 )

The following table presents amounts reclassified from each component of accumulated other comprehensive loss on a gross and net of tax basis for the three months ended March 31, 2026 and 2025:

June 30, 2025 $ ( 98,190 ) $ 806 $ ( 22,505 ) $ ( 119,889 )

The following table presents amounts reclassified from each component of accumulated other comprehensive loss on a gross and net of tax basis for the three and six months ended June 30, 2026 and 2025:

Amounts Reclassified from

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Three Months Ended

June 30, Six Months Ended

Components of Accumulated Other Comprehensive Loss 2026 2025 2026 2025 Income Statement Line Item

(in thousands)

Unrealized gains on AFS securities before tax $ 10 $ — Gains on securities transactions, net

Unrealized gains on AFS securities before tax $ — $ — $ 10 $ — Gains (losses) on securities transactions, net

Tax effect — — ( 3 ) —

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Defined benefit pension and postretirement benefit plans:

Amortization of actuarial net loss ( 15 ) ( 121 ) Other non-interest expense

Pension settlement gain 234 — 234 — Other non-interest expense

Tax effect ( 65 ) — ( 65 ) —

Total net of tax 169 — 169 —

Amortization of actuarial net losses ( 16 ) ( 121 ) ( 31 ) ( 242 ) Other non-interest expense

Tax effect 4 33 8 66

Total net of tax ( 12 ) ( 88 ) ( 23 ) ( 176 )

Total reclassifications, net of tax $ 282 $ 133 $ 401 $ 263

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2025-08, entities must account for acquired loans that meet certain criteria of “purchased seasoned loans” at acquisition by recognizing them at their purchase price plus an allowance for expected credit losses (gross-up approach).

The intent of amendments is to align the accounting for purchased seasoned loans with the current accounting guidance under ASC 326 for purchased financial assets with credit deterioration (PCD assets).

The intent of the amendments is to align the accounting for purchased seasoned loans with the current accounting guidance under ASC 326 for purchased financial assets with credit deterioration (PCD assets).

2025-08 is effective for interim and annual reporting periods beginning after December 15, 2026 with early adoption permitted.

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2025-06, “Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software” clarifies and modernizes the accounting for costs related to internal-use software.

Targeted Improvements to the Accounting for Internal-Use Software” clarifies and modernizes the accounting for costs

related to internal-use software.

The new guidance clarifies the threshold entities apply to begin capitalizing costs and removes all references to project stages in ASC Subtopic 350-40.

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Assets and Liabilities Measured at Fair Value on a Recurring and Non-Recurring Basis

The following tables present the assets and liabilities that are measured at fair value on a recurring and non-recurring basis by level within the fair value hierarchy as reported on the consolidated statements of financial condition at March 31, 2026 and December 31, 2025.

The assets presented under “non-recurring fair value measurements” in the tables below are not measured at fair value on an ongoing basis but are subject to fair value adjustments under certain circumstances (e.g., when an impairment loss is recognized).

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Equity securities at net asset value (NAV)

Trading debt securities 26,493 26,493 — —

Available for sale debt securities:

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Total $ 110,787 $ — $ — $ 110,787

(1) Represents residential mortgage loans originated for sale that are carried at fair value and had contractual unpaid principal balances totaling $ 2.5 million and $ 8.1 million at March 31, 2026 and December 31, 2025, respectively.

(1) Represents residential mortgage loans originated for sale that are carried at fair value and had contractual unpaid principal balances totaling $ 4.9 million and $ 8.1 million at June 30, 2026 and December 31, 2025, respectively.

(2) Derivative financial instruments are included in this category.

(3) Net of specific reserve allocations reported within the allowance for loan losses totaling $ 78.5 million and $ 82.0 million at March 31, 2026 and December 31, 2025, respectively.

(3) Net of specific reserve allocations reported within the allowance for loan losses totaling $ 90.5 million and $ 82.0 million at June 30, 2026 and December 31, 2025, respectively.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

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Certain equity investments without readily determinable fair values are measured at NAV per share (or its equivalent) as a practical expedient and are excluded from fair value hierarchy levels in the tables above.

Trading debt securities.

Trading debt securities, consisting of U.S.

Treasury securities, are reported at fair value utilizing Level 1 inputs.

Available for sale debt securities.

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The majority of other investment securities are reported at fair value utilizing Level 2 inputs.

The prices for these instruments are obtained through an independent pricing service or dealer market participants with whom Valley has historically transacted both purchases and sales of investment securities.

The prices for these instruments are obtained through an independent pricing service or dealer market participants with whom Valley has historically executed purchases and sales of investment securities.

Prices obtained from these sources include prices derived from market quotations and matrix pricing.

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The market prices represent a delivery price, which reflects the underlying price each institution would pay Valley for an immediate sale of an aggregate pool of mortgages.

Non-performance risk did not materially impact the fair value of mortgage loans held for sale at March 31, 2026 and December 31, 2025 based on the short duration these assets were held and their credit quality.

Non-performance risk did not materially impact the fair value of mortgage loans held for sale at June 30, 2026 and December 31, 2025 based on the short duration these assets were held and their credit quality.

Derivatives are reported at fair value utilizing Level 2 inputs.

The fair values of Valley’s derivatives are determined using third party prices that are based on discounted cash flow analysis using observed market inputs, such as the SOFR curve at March 31, 2026 and December 31, 2025.

The fair value of mortgage banking derivatives, consisting of interest rate lock commitments to fund residential mortgage loans and forward commitments for the future delivery of such loans (including certain loans held for sale at March 31, 2026 and December 31, 2025), is determined based on the current market prices for similar instruments.

The fair values of Valley’s derivatives are determined using third-party prices that are based on discounted cash flow analysis using observed market inputs, such as the SOFR curve at June 30, 2026 and December 31, 2025.

The fair value of mortgage banking derivatives, consisting of interest rate lock commitments to fund residential mortgage loans and forward commitments for the future delivery of such loans (including certain loans held for sale at June 30, 2026 and December 31, 2025), is determined based on the current market prices for similar instruments.

The fair value of a credit default swap related to a portion of Valley's automobile loan portfolio is based on estimated discounted cash flows that incorporate market data for auto credit loss forecasts and anticipated cash outflows for the instrument's premium payments.

The fair value of most of the derivatives incorporate credit valuation adjustments, which consider the impact of any credit enhancements to the contracts, to account for potential nonperformance risk of Valley and its counterparties.

The credit valuation adjustments were not significant to the overall valuation of Valley’s derivatives at March 31, 2026 and December 31, 2025.

The fair value of most of the derivatives incorporates credit valuation adjustments, which consider the impact of any credit enhancements to the contracts, to account for potential nonperformance risk of Valley and its counterparties.

The credit valuation adjustments were not significant to the overall valuation of Valley’s derivatives at June 30, 2026 and December 31, 2025.

See Note 12 for additional details on Valley's derivatives.

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Certain real estate appraisals may be discounted based on specific market data by location and property type.

At March 31, 2026, collateral dependent loans were individually re-measured and reported at fair value (net carrying amount) through direct loan charge-offs to the allowance for loan losses based on the fair value of the underlying collateral.

Collateral dependent loans with a total amortized cost of $ 184.0 million (including taxi medallion loans totaling $ 46.6 million), were reduced by specific allowance for loan loss allocations totaling $ 78.5 million to a reported total net carrying amount of $ 105.6 million at March 31, 2026.

At June 30, 2026, certain collateral dependent loans were individually re-measured and reported at fair value (net carrying amount) through direct loan charge-offs to the allowance for loan losses based on the fair value of the underlying collateral.

Collateral dependent loans with amortized cost of $ 204.4 million (including taxi medallion loans totaling $ 42.5 million), were reduced by specific allowance for loan loss allocations totaling $ 90.5 million to a reported total net carrying amount of $ 113.9 million at June 30, 2026.

Foreclosed assets .

Certain foreclosed assets (consisting of other real estate owned and other repossessed assets included in other assets), upon initial recognition and transfer from loans, are re-measured and reported at fair value

using Level 3 inputs, consisting of a third party appraisal less estimated cost to sell.

When an asset is acquired, the excess of the loan balance over fair value, less estimated selling costs, is charged to the allowance for loan losses.

If further declines in the estimated fair value of an asset occur, the a sset is re-measured and reported at fair value through a write-down recorded in non-interest expense.

There were no write-downs of foreclosed assets during the three months ended March 31, 2026 and 2025.

The re were no adjustments to the appraisals of foreclosed assets at March 31, 2026 and December 31, 2025.

Fair value re-measurements of foreclosed assets resulted in write-downs totaling $ 1.0 million for both the three and six months ended June 30, 2026 .

Other Fair Value Disclosures

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In addition, the tax implications related to the realization of the unrealized gains and losses can have a significant effect on fair value estimates and have not been considered in any of the estimates.

The carrying amounts and estimated fair values of financial instruments not measured and not reported at fair value on the consolidated statements of financial condition at March 31, 2026 and December 31, 2025 were as follows:

Hierarchy March 31, 2026 December 31, 2025

The carrying amounts and estimated fair values of financial instruments not measured and not reported at fair value on the consolidated statements of financial condition at June 30, 2026 and December 31, 2025 were as follows:

Hierarchy June 30, 2026 December 31, 2025

Amount Fair Value Carrying

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(1) Represents equity securities without a readily determinable fair value, which are measured based on the price at which the investment was acquired plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investments.

Total changes in the valuation of equity securities were immaterial for the three months ended March 31, 2026 and the year ended December 31, 2025, respectively.

Total changes in the valuation of equity securities were immaterial for the six months ended June 30, 2026 and the year ended December 31, 2025, respectively.

(2) The carrying amount is presented gross without the allowance for credit losses.

(3) Includes non-performing loans held for sale carried at lower of cost (or market) of $ 8.8 million at March 31, 2026 and $ 18.0 million at December 31, 2025, respectively.

(3) Includes non-performing loans held for sale carried at lower of cost (or market) of $ 8.8 million at June 30, 2026 and $ 18.0 million at December 31, 2025, respectively.

(4) Included in other assets.

2 unchanged sentences

Equity Securities

Equity securities totaled $ 83.9 million and $ 82.8 million at March 31, 2026 and December 31, 2025, respectively.

Equity securities totaled $ 88.5 million and $ 82.8 million at June 30, 2026 and December 31, 2025, respectively.

See Note 5 for further details on equity securities.

Trading Debt Securities

The fair value of trading debt securities totaled $ 26.5 million a t June 30, 2026.

We had no investment securities classified as trading debt securities at December 31, 2025.

Net trading gains are included in net gains and losses on securities transactions within non-interest income.

Valley had immaterial net trading gains for both the six months ended June 30, 2026 and 2025.

Available for Sale Debt Securities

The amortized cost, gross unrealized gains and losses, and fair value of AFS debt securities at March 31, 2026 and December 31, 2025 were as follows:

The amortized cost, gross unrealized gains and losses, and fair value of AFS debt securities at June 30, 2026 and December 31, 2025 were as follows:

Losses Fair Value

(in thousands)

March 31, 2026

June 30, 2026

Treasury securities $ 251,614 $ — $ ( 24,616 ) $ 226,998

17 unchanged sentences

Total $ 4,290,642 $ 38,281 $ ( 126,705 ) $ 4,202,218

Accrued interest on investments , which is excluded from the amortized cost of AFS debt securities, totaled $ 18.3 million and $ 18.2 million at March 31, 2026 and December 31, 2025, respectively, and is presented within total accrued interest receivable on the consolidated statements of financial condition.

The age of unrealized losses and fair value of the related AFS debt securities at March 31, 2026 and December 31, 2025 were as follows:

Accrued interest on investments , which is excluded from the amortized cost of AFS debt securities, totaled $ 18.9 million and $ 18.2 million at June 30, 2026 and December 31, 2025, respectively, and is presented within total accrued interest receivable on the consolidated statements of financial condition.

The age of unrealized losses and fair value of the related AFS debt securities at June 30, 2026 and December 31, 2025 were as follows:

Less than 12 Months More than 12 Months Total

3 unchanged sentences

(in thousands)

March 31, 2026

June 30, 2026

Treasury securities $ 98,582 $ ( 1,445 ) $ 128,416 $ ( 23,171 ) $ 226,998 $ ( 24,616 )

21 unchanged sentences

Total $ 131,004 $ ( 243 ) $ 1,078,814 $ ( 126,462 ) $ 1,209,818 $ ( 126,705 )

Within the AFS debt securities portfolio, the total number of security positions in an unrealized loss position was 650 and 602 at March 31, 2026 and December 31, 2025, respectively.

As of March 31, 2026, the fair value of AFS securities that were pledged to secure public deposits, repurchase agreements, lines of credit, and for other purposes required by law, was $ 1.1 billion.

Within the AFS debt securities portfolio, the total number of security positions in an unrealized loss position was 680 and 602 at June 30, 2026 and December 31, 2025, respectively.

As of June 30, 2026, the fair value of AFS securities that were pledged to secure public deposits, repurchase agreements, lines of credit, and for other purposes required by law, was $ 1.0 billion.

Contractual Maturities

The contractual maturities of AFS debt securities at March 31, 2026 are set forth in the following table.

The contractual maturities of AFS debt securities at June 30, 2026 are set forth in the following table.

Contractual maturities may differ from actual maturities as borrowers may have the right to call or repay obligations with or without call or prepayment penalties.

Residential mortgage-backed securities are not included in the maturity categories in the following maturity summary as actual maturities may differ from contractual maturities because the underlying mortgages may be called or prepaid without penalties.

March 31, 2026

June 30, 2026

(in thousands)

5 unchanged sentences

Total $ 4,417,585 $ 4,292,148

The weighted average remaining expected life for AFS residential mortgage-backed securities was 6.80 years at March 31, 2026.

The weighted average remaining expected life for AFS residential mortgage-backed securities was 5.49 years at June 30, 2026.

Impairment Analysis of Available For Sale Debt Securities

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AFS debt securities in unrealized loss positions are evaluated for impairment related to credit losses on a quarterly basis.

Valley also evaluated AFS debt securities that were in an unrealized loss position as of March 31, 2026 included in the tables above and has determined that the declines in fair value are mainly attributable to interest rates, credit spreads, market volatility and liquidity conditions, not credit quality or other factors.

Based on a comparison of the present value of expected cash flows to the amortized cost, th ere was no impairment recognized during the three months ended March 31, 2026 and 2025 .

Valley also evaluated AFS debt securities that were in an unrealized loss position as of June 30, 2026 included in the tables above and has determined that the declines in fair value are mainly attributable to interest rates, credit spreads, market volatility and liquidity conditions, not credit quality or other factors.

Based on a comparison of the present value of expected cash flows to the amortized cost, th ere was no impairment recognized during the three and six months ended June 30, 2026 and 2025 .

Valley does not intend to sell any of its AFS debt securities in an unrealized loss position prior to recovery of their amortized cost basis, and it is more likely than not that Valley will not be required to sell any of these securities prior to recovery of their amortized cost basis.

None of the AFS debt securities were past due as of March 31, 2026.

As a result, there was no allowance for credit losses f or AFS debt securities at March 31, 2026 and December 31, 2025.

None of the AFS debt securities were past due as of June 30, 2026 and December 31, 2025 .

As a result, there was no allowance for credit losses f or AFS debt securities at June 30, 2026 and December 31, 2025.

Held to Maturity Debt Securities

The amortized cost, gross unrealized gains and losses and fair value of HTM debt securities at March 31, 2026 and December 31, 2025 were as follows:

The amortized cost, gross unrealized gains and losses and fair value of HTM debt securities at June 30, 2026 and December 31, 2025 were as follows:

Losses Fair Value Allowance for Credit Losses Net Carrying Value

(in thousands)

March 31, 2026

June 30, 2026

government agency securities $ 290,828 $ 24 $ ( 42,066 ) $ 248,786 $ — $ 290,828

18 unchanged sentences

Total $ 3,496,571 $ 11,616 $ ( 378,584 ) $ 3,129,603 $ 734 $ 3,495,837

Accrued interest on investments , which is excluded from the amortized cost of HTM debt securities, totaled $ 12.0 million and $ 12.3 million at March 31, 2026 and December 31, 2025, respectively, and is presented within total accrued interest receivable on the consolidated statements of financial condition.

Accrued interest on investments , which is excluded from the amortized cost of HTM debt securities, totaled $ 13.2 million and $ 12.3 million at June 30, 2026 and December 31, 2025, respectively, and is presented within total accrued interest receivable on the consolidated statements of financial condition.

HTM debt securities are carried net of an allowance for credit losses (as shown in the table above).

The age of unrealized losses and fair value of related HTM debt securities at March 31, 2026 and December 31, 2025 were as follows:

The age of unrealized losses and fair value of related HTM debt securities at June 30, 2026 and December 31, 2025 were as follows:

Less than 12 Months More than 12 Months Total

3 unchanged sentences

(in thousands)

March 31, 2026

June 30, 2026

government agency securities $ — $ — $ 232,530 $ ( 42,066 ) $ 232,530 $ ( 42,066 )

22 unchanged sentences

Total $ 61,548 $ ( 2,119 ) $ 2,377,489 $ ( 376,465 ) $ 2,439,037 $ ( 378,584 )

Within the HTM securities portfolio, the total number of security positions in an unrealized loss position was 706 and 667 at March 31, 2026 and December 31, 2025, respectively.

As of March 31, 2026, the fair value of HTM debt securities that were pledged to secure public deposits, repurchase agreements, lines of credit, and for other purposes required by law was $ 1.1 billion.

Within the HTM securities portfolio, the total number of security positions in an unrealized loss position was 672 and 667 at June 30, 2026 and December 31, 2025, respectively.

As of June 30, 2026, the fair value of HTM debt securities that were pledged to secure public deposits, repurchase agreements, lines of credit, and for other purposes required by law was $ 836.8 million.

Contractual Maturities

The contractual maturities of investments in HTM debt securities at March 31, 2026 is set forth in the table below.

The contractual maturities of investments in HTM debt securities at June 30, 2026 are set forth in the table below.

Contractual maturities may differ from actual maturities as borrowers may have the right to call or repay obligations with or without call or prepayment penalties.

March 31, 2026

June 30, 2026

(in thousands)

5 unchanged sentences

Total $ 3,757,944 $ 3,368,350

The weighted-average remaining expected life for HTM residential mortgage-backed securitie s was 9.34 years at March 31, 2026.

The weighted average remaining expected life for HTM residential mortgage-backed securitie s was 8.85 years at June 30, 2026.

Credit Quality Indicators

Valley monitors the credit quality of the HTM debt securities utilizing the most c urrent credit ratings from external rating agencies.

The following table summarizes the amortized cost of HTM debt securities by external credit rating at March 31, 2026 and December 31, 2025.

The following table summarizes the amortized cost of HTM debt securities by external credit rating at June 30, 2026 and December 31, 2025.

AAA/AA/A Rated BBB rated Non-rated Total

(in thousands)

March 31, 2026

June 30, 2026

government agency securities $ 290,828 $ — $ — $ 290,828

18 unchanged sentences

Obligations of states and political subdivisions include municipal bonds and revenue bonds issued by various municipal corporations.

At March 31, 2026, most of the obligations of states and political subdivisions were rated investment grade and a large portion of the “non-rated” category included municipal bonds secured by Ginnie Mae securities.

At June 30, 2026, most of the obligations of states and political subdivisions were rated investment grade and a portion of the “non-rated” category included municipal bonds secured by Ginnie Mae securities.

Trust preferred securities consist of non-rated single-issuer securities issued by bank holding companies.

6 unchanged sentences

To measure the expected credit losses on HTM debt securities that have loss expectations, Valley estimates the expected credit losses using a discounted cash flow model developed by a third party.

The following table details the activity in the allowance for credit losses for HTM securities for the three months ended March 31, 2026 and 2025:

The following table details the activity in the allowance for credit losses for HTM securities for the three and six months ended June 30, 2026 and 2025:

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

(in thousands)

Beginning balance $ 746 $ 633 $ 734 $ 647

Provision (credit) for credit losses 12 ( 14 )

(Credit) provision for credit losses ( 2 ) 4 10 ( 10 )

Ending balance $ 744 $ 637 $ 744 $ 637

1 unchanged sentence

Loans and Allowance for Credit Losses for Loans

The details of the loan portfolio as of March 31, 2026 and December 31, 2025 were as follows:

March 31, 2026 December 31, 2025

The details of the loan portfolio as of June 30, 2026 and December 31, 2025 were as follows:

June 30, 2026 December 31, 2025

(in thousands)

10 unchanged sentences

Total loans $ 52,467,251 $ 50,136,728

Total loans include net unearned discounts and deferred loan fees of $ 15.9 million and $ 17.4 million at March 31, 2026 and December 31, 2025, respectively.

Accrued interest on loans , which is excluded from the amortized cost of loans held for investment, totaled $ 208.6 million and $ 209.5 million at March 31, 2026 and December 31, 2025, respectively, and is presented within total accrued interest receivable on the consolidated statements of financial condition.

Total loans include net unearned discounts and deferred loan fees of $ 19.9 million and $ 17.4 million at June 30, 2026 and December 31, 2025, respectively.

Accrued interest on loans , which is excluded from the amortized cost of loans held for investment, totaled $ 215.3 million and $ 209.5 million at June 30, 2026 and December 31, 2025, respectively, and is presented within total accrued interest receivable on the consolidated statements of financial condition.

Loan Portfolio Sales and Transfers to Loans Held for Sale

There were no transfers of loans from the held for investment loan portfolio to loans held for sale during the three months ended March 31, 2026.

There were no transfers of loans from the held for investment loan portfolio to loans held for sale during the six months ended June 30, 2026.

During the first quarter of 2026, Valley sold a non-performing commercial real estate loan relationship totaling $ 9.1 million that was transferred from the held for investment loan portfolio to loans held for sale during the fourth quarter of 2025.

The sale resulted in the recognition of a $ 767 thousand net gain during the three months ended March 31, 2026.

The sale resulted in the recognition of a $ 767 thousand net gain during the six months ended June 30, 2026.

See Valley’s Annual Report for details regarding transfers and sales of loans for the year ended December 31, 2025.

7 unchanged sentences

Credit Quality

The following table presents past due, current, and non-accrual loans without an allowance for loan losses by loan portfolio class at March 31, 2026 and December 31, 2025:

The following table presents past due, current, and non-accrual loans without an allowance for loan losses by loan portfolio class at June 30, 2026 and December 31, 2025:

Past Due and Non-Accrual Loans

6 unchanged sentences

(in thousands)

March 31, 2026

June 30, 2026

Commercial and industrial

40 unchanged sentences

Risk ratings are updated any time the situation warrants.

The following table presents the internal loan classification risk by loan portfolio class by origination year based on the most recent analysis performed at March 31, 2026 and December 31, 2025, as well as the gross loan charge- offs by year of origination for the three months ended March 31, 2026 and for the year ended December 31, 2025:

The following table presents the internal loan classification risk by loan portfolio class by origination year based on the most recent analysis performed at June 30, 2026 and December 31, 2025, as well as the gross loan charge-offs by year of origination for the six months ended June 30, 2026 and for the year ended December 31, 2025:

Amortized Cost Basis by Origination Year

March 31, 2026 2026 2025 2024 2023 2022 Prior to 2022

June 30, 2026 2026 2025 2024 2023 2022 Prior to 2022

Revolving Loans Amortized Cost Basis Revolving Loans Converted to Term Loans Total

39 unchanged sentences

For residential mortgage, home equity, automobile and other consumer loan portfolio classes, Valley evaluates credit quality based on the aging status of the loan and by payment activity.

The following table presents the amortized cost in those loan classes based on payment activity by origination year as of March 31, 2026 and December 31, 2025, as well as the gross loan charge-offs by year of origination for the three months ended March 31, 2026 and for the year ended December 31, 2025:

The following table presents the amortized cost in those loan classes based on payment activity by origination year as of June 30, 2026 and December 31, 2025, as well as the gross loan charge-offs by year of origination for the six months ended June 30, 2026 and for the year ended December 31, 2025:

Amortized Cost Basis by Origination Year

March 31, 2026 2026 2025 2024 2023 2022 Prior to 2022

June 30, 2026 2026 2025 2024 2023 2022 Prior to 2022

Revolving Loans Amortized Cost Basis Revolving Loans Converted to Term Loans Total

40 unchanged sentences

From time to time, Valley may extend, restructure, or otherwise modify the terms of existing loans, on a case-by-case basis, to remain competitive and retain certain customers, as well as assist other customers who may be experiencing financial difficulties.

The following tables present the amortized cost basis of loans to borrowers experiencing financial difficulty at March 31, 2026 that were modified during the three months ended March 31, 2026 and 2025, disaggregated by class of financing receivable and type of modification.

Term Extension Term Extension and Principal Forgiveness Other than Insignificant Payment Delay Total % of Total Loan Class

The following tables present the amortized cost basis of loans to borrowers experiencing financial difficulty at June 30, 2026 that were modified during the three and six months ended June 30, 2026 and 2025, disaggregated by class of financing receivable and type of modification.

Interest rate reduction Term Extension Term extension and interest rate reduction Term Extension and Principal Forgiveness Other than Insignificant Payment Delay Total % of Total Loan Class

($ in thousands)

Three Months Ended

March 31, 2026

June 30, 2026

Commercial and industrial $ — $ 20,704 $ 7,394 $ — $ — $ 28,098 0.23 %

1 unchanged sentence

Residential mortgage — — — — 80 80 —

Home equity — — 27 27 —

Total $ 74 $ 28,417 $ 7,394 $ — $ 108,264 $ 144,149 0.27 %

Three Months Ended

March 31, 2025

June 30, 2025

Commercial and industrial $ — $ 8,306 $ — $ — $ — $ 8,306 0.08 %

1 unchanged sentence

Total $ — $ 11,326 $ 4,008 $ — $ — $ 15,334 0.03 %

The following table describes the types of modifications made to borrowers experiencing financial difficulty during the three months ended March 31, 2026 and 2025:

Weighted Average Term Extension (in months) Principal Forgiveness (in thousands) Weighted Average Payment Deferral (in months)

Three Months Ended

March 31, 2026

Six Months Ended

June 30, 2026

Commercial and industrial $ — $ 72,798 $ 7,394 $ — $ 17,737 $ 97,929 0.82 %

2 unchanged sentences

Home equity — — — — 25 25 —

Total $ 74 $ 81,626 $ 7,394 $ — $ 126,903 $ 215,997 0.41 %

Six Months Ended

June 30, 2025

Commercial and industrial $ — $ 10,304 $ — $ — $ 5,610 $ 15,914 0.15 %

Commercial real estate — 10,413 4,008 20,760 396 35,577 0.14

Total $ — $ 20,717 $ 4,008 $ 20,760 $ 6,006 $ 51,491 0.10 %

The following table describes the types of modifications made to borrowers experiencing financial difficulty during the three and six months ended June 30, 2026 and 2025:

Weighted Average Interest Rate Reduction Weighted Average Term Extension (in months) Principal Forgiveness (in thousands) Weighted Average Payment Deferral (in months)

Three Months Ended

March 31, 2025

June 30, 2026

Commercial and industrial 4.75 % 11 $ — —

Commercial real estate 2.50 13 — 8

Residential mortgage — — — 12

Three Months Ended

June 30, 2025

Commercial and industrial — % 18 $ — —

Commercial real estate 5.50 3 — —

Six Months Ended

June 30, 2026

Commercial and industrial 4.75 % 43 $ — 10

Commercial real estate 2.50 13 — 8

Residential mortgage — 60 — 9

Home equity — — — 6

Six Months Ended

June 30, 2025

Commercial and industrial — % 17 $ — 6

Commercial real estate 5.50 26 17,500 * 6

* Relates to one loan that was partially charged off during the fourth quarter 2024 with the subsequent execution of the corresponding principal forgiveness completed in the first quarter 2025.

Valley closely monitors the performance of modified loans to borrowers experiencing financial difficulty to understand the effectiveness of its modification efforts.

The following table presents the aging analysis of loans that have been modified within the previous 12 months at March 31, 2026 and 2025.

The following table presents the aging analysis of loans that have been modified within the previous 12 months at June 30, 2026 and 2025.

Current 30-89 Days Past Due 90 Days or More Past Due Total

March 31, 2026 (in thousands)

June 30, 2026 (in thousands)

Commercial and industrial $ 135,968 * $ — $ — $ 135,968

3 unchanged sentences

Total $ 272,518 $ 906 $ 5,454 $ 278,878

March 31, 2025

June 30, 2025

Commercial and industrial $ 75,699 * $ — $ — $ 75,699

4 unchanged sentences

* Includes non-accrual loans.

T he following table provides the amortized cost basis of loans to borrowers experiencing financial difficulty that had a payment default during the three months ended March 31, 2025 and were modified in the 12 months before the default.

There were no payment defaults of such loans during the three months ended March 31, 2026.

Term Extension Other than Insignificant Payment Delay

Three Months Ended March 31, 2025 (in thousands)

The following table provides the amortized cost basis of loans to borrowers experiencing financial difficulty that had a payment default during the six months ended June 30, 2026 and were modified in the 12 months before the default.

There were no payment defaults of such loans during the six months ended June 30, 2025.

Term Extension

Six Months Ended June 30, 2026

Commercial real estate $ 5,454

Residential mortgage — 95

Total $ 5,454

Loans in process of foreclosure.

OREO balance totaled $ 5.2 million and $ 4.5 million at March 31, 2026 and December 31, 2025, respectively.

Residential mortgage and consumer loans secured by residential real estate properties for which formal foreclosure proceedings are in process totaled $ 3.7 million and $ 3.4 million at March 31, 2026 and December 31, 2025, respectively.

OREO balance totaled $ 4.1 million and $ 4.5 million at June 30, 2026 and December 31, 2025, respectively.

Residential mortgage and consumer loans secured by residential real estate properties for which formal foreclosure proceedings are in process totaled $ 3.0 million and $ 3.4 million at June 30, 2026 and December 31, 2025, respectively.

Collateral dependent loans.

1 unchanged sentence

When Valley determines that repayment or satisfaction of the loan depends on the sale of the collateral, the collateral dependent loan balances are written down to the estimated current fair value (less estimated selling costs) resulting in an immediate charge-off to the allowance, excluding any consideration for personal guarantees that may be pursued in the Bank’s collection process.

The following table presents collateral dependent loans by class as of March 31, 2026 and December 31, 2025:

The following table presents collateral dependent loans by class as of June 30, 2026 and December 31, 2025:

2026 December 31,

6 unchanged sentences

Total $ 447,583 $ 416,153

* Includes non-accrual loans collateralized by taxi medallions totaling $ 46.6 million and $ 47.1 million at March 31, 2026 and December 31, 2025, respectively.

* Includes non-accrual loans collateralized by taxi medallions totaling $ 42.5 million and $ 47.1 million at June 30, 2026 and December 31, 2025, respectively.

Allowance for Credit Losses for Loans

The allowance for credit losses for loans consists of the allowance for loan losses and the allowance for unfunded credit commitments.

The following table summarizes the ACL for loans at March 31, 2026 and December 31, 2025:

The following table summarizes the ACL for loans at June 30, 2026 and December 31, 2025:

2026 December 31,

6 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

(in thousands)

1 unchanged sentence

Provision for loan losses $ 28,146 $ 39,129 $ 46,790 $ 100,428

Provision for unfunded credit commitments 2,600 1,376

Provision (credit) for unfunded credit commitments 1,020 ( 1,334 ) 3,620 42

Total provision for credit losses for loans $ 29,166 $ 37,795 $ 50,410 $ 100,470

The following table details the activity in the allowance for loan losses by portfolio segment for the three months ended March 31, 2026 and 2025:

The following table details the activity in the allowance for loan losses by portfolio segment for the three and six months ended June 30, 2026 and 2025:

and Industrial Commercial

3 unchanged sentences

Three Months Ended

March 31, 2026

June 30, 2026

Allowance for loan losses:

6 unchanged sentences

Three Months Ended

March 31, 2025

June 30, 2025

Allowance for loan losses:

2 unchanged sentences

Charged-off loans recovered 2,789 643 37 773 4,242

Net charge-offs ( 22,400 ) ( 13,980 ) ( 9 ) ( 1,440 ) ( 37,829 )

Provision (credit) for loan losses 11,115 27,297 ( 67 ) 784 39,129

Ending balance $ 173,415 $ 334,979 $ 48,830 $ 22,276 $ 579,500

Six Months Ended

June 30, 2026

Allowance for loan losses:

Beginning balance $ 180,865 $ 327,426 $ 53,529 $ 21,580 $ 583,400

Loans charged-off ( 12,620 ) ( 28,190 ) — ( 6,617 ) ( 47,427 )

Charged-off loans recovered 3,067 3,137 124 1,509 7,837

Net (charge-offs) recoveries ( 9,553 ) ( 25,053 ) 124 ( 5,108 ) ( 39,590 )

1 unchanged sentence

Ending balance $ 198,910 $ 319,068 $ 48,905 $ 23,717 $ 590,600

The following table represents the allocation of the allowance for loan losses and the related loans by loan portfolio segment disaggregated based on the allowance measurement methodology at March 31, 2026 and December 31, 2025.

Six Months Ended

June 30, 2025

Allowance for loan losses:

Beginning balance $ 173,002 $ 304,148 $ 58,895 $ 22,805 $ 558,850

Loans charged-off ( 53,645 ) ( 28,046 ) ( 46 ) ( 4,353 ) ( 86,090 )

Charged-off loans recovered 3,599 892 205 1,616 6,312

Net (charge-offs) recoveries ( 50,046 ) ( 27,154 ) 159 ( 2,737 ) ( 79,778 )

Provision (credit) for loan losses 50,459 57,985 ( 10,224 ) 2,208 100,428

Ending balance $ 173,415 $ 334,979 $ 48,830 $ 22,276 $ 579,500

Commercial and Industrial Commercial

2 unchanged sentences

(in thousands)

March 31, 2026

June 30, 2026

Allowance for loan losses:

14 unchanged sentences

Goodwill and Other Intangible Assets

The carrying amounts of goodwill allocated to Valley's reporting units at both March 31, 2026 and December 31, 2025, were as follows:

The carrying amounts of goodwill allocated to Valley's reporting units at both June 30, 2026 and December 31, 2025, were as follows:

Reporting Unit *

5 unchanged sentences

* The Wealth Management and Consumer Banking reporting units are both components of the overall Consumer Banking operating segment, which is further described in Note 15 .

During the three months ended March 31, 2026, there were no triggering events that would more likely than not reduce the fair value of any reporting unit below its carrying amount.

There was no impairment of goodwill recognized during the three months ended March 31, 2026 and 2025.

The following table summarizes other intangible assets as of March 31, 2026 and December 31, 2025:

During the second quarter 2026, Valley performed the annual goodwill impairment test at its normal assessment date, which resulted in no impairment of goodwill.

During the six months ended June 30, 2026, there were no triggering events that would more likely than not reduce the fair value of any reporting unit below its carrying amount.

There was no impairment of goodwill recognized during the three and six months ended June 30, 2026 and 2025.

The following table summarizes other intangible assets as of June 30, 2026 and December 31, 2025:

Assets Accumulated

1 unchanged sentence

(in thousands)

March 31, 2026

June 30, 2026

Loan servicing rights $ 130,114 $ ( 110,636 ) $ 19,478

9 unchanged sentences

Under this method, Valley amortizes the loan servicing assets over the period of the economic life of the assets arising from estimated net servicing revenues.

On a quarterly basis, Valley stratifies its loan servicing assets into groupings based on risk characteristics and assesses each group for impairment based on fair value.

On a quarterly basis, Valley stratifies its loan servicing rights into groupings based on risk characteristics and assesses each group for impairment based on fair value.

Impairment charges on loan servicing rights are recognized in earnings when the book value of a stratified group of loan servicing rights exceeds its estimated fair value.

There was no impairment of loan servicing rights recognized during the three months ended March 31, 2026 and 2025.

There was no impairment of loan servicing rights recognized during the three and six months ended June 30, 2026 and 2025.

Core deposits are amortized using an accelerated method over a period of 10.0 years.

1 unchanged sentence

Valley evaluates core deposits and other intangibles for impairment when an indication of impairment exists.

There was no impairment of core deposits and other intangibles recognized during the three months ended March 31, 2026 and 2025.

There was no impairment of core deposits and other intangibles recognized during the three and six months ended June 30, 2026 and 2025.

The following table presents the estimated future amortization expense of other intangible assets for the remainder of 2026 through 2030:

7 unchanged sentences

2030 1,621 4,914 2,584

Valley recognized amortization expense on other intangible assets totaling approximately $ 6.9 million and $ 8.0 million for the three months ended March 31, 2026 and 2025.

The scheduled maturities of time deposits as of March 31, 2026 were as follows:

Valley recognized amortization expense on other intangible assets totaling approximately $ 6.3 million and $ 7.4 million for the three months ended June 30, 2026 and 2025, respectively, and $ 13.2 million and $ 15.4 million for the six months ended June 30, 2026 and 2025, respectively.

The scheduled maturities of time deposits as of June 30, 2026 were as follows:

(in thousands)

5 unchanged sentences

Short-Term Borrowings

Short-term borrowings at March 31, 2026 and December 31, 2025 consisted of the following:

March 31, 2026 December 31, 2025

Short-term borrowings at June 30, 2026 and December 31, 2025 consisted of the following:

June 30, 2026 December 31, 2025

(in thousands)

FHLB advances $ 375,000 $ —

Securities sold under agreements to repurchase 58,484 91,475

Total short-term borrowings $ 433,484 $ 91,475

The weighted average interest rate for short-term FHLB advances was 3.94 percent at June 30, 2026.

Long-Term Borrowings

Long-term borrowings at March 31, 2026 and December 31, 2025 consisted of the following:

March 31, 2026 December 31, 2025

Long-term borrowings at June 30, 2026 and December 31, 2025 consisted of the following:

June 30, 2026 December 31, 2025

(in thousands)

3 unchanged sentences

Total long-term borrowings $ 2,607,222 $ 2,908,579

* Subordinated debt is reported net of debt issuance costs and fair value hedging adjustments at both March 31, 2026 and December 31, 2025.

* Subordinated debt is reported net of debt issuance costs at both June 30, 2026 and December 31, 2025 and fair value hedging adjustment at December 31, 2025.

FHLB advances.

Long-term FHLB advances had a weighted average interest rate of 4.38 percent and 4.42 percent at March 31, 2026 and December 31, 2025, respectively.

Long-term FHLB advances had a weighted average interest rate of 4.31 percent and 4.42 percent at June 30, 2026 and December 31, 2025, respectively.

FHLB advances are secured by pledges of certain eligible collateral, including, but not limited to, U.S.

government and agency mortgage-backed securities and a blanket assignment of qualifying first lien mortgage loans, consisting of both residential mortgage and commercial real estate loans.

The long-term FHLB advances at March 31, 2026 are scheduled for contractual balance repayments as follows:

The long-term FHLB advances at June 30, 2026 are scheduled for contractual balance repayments as follows:

(in thousands)

2027 1,066,800

Total long-term FHLB advances $ 1,963,604

The FHLB advances reported in the table above are not callable for early redemption.

There were no new issuances or maturities, calls or principal repayments of subordinated debt during the three months ended March 31, 2026.

See Note 9 in Valley’s Annual Report for additional information on the outstanding subordinated debt at March 31, 2026.

Subordinated debt.

On May 14, 2026, Valley issued $ 500 million of 6.219 percent fixed-to-floating rate subordinated notes due June 1, 2036.

Interest on the subordinated notes during the initial five-year term through June 1, 2031, is payable semi-annually in arrears on June 1 and December 1, commencing on June 1, 2026.

Thereafter, interest will be set based on three-month term SOFR plus 243 basis points and paid quarterly through maturity of the notes.

At June 30, 2026, the subordinated notes had a carrying value of $ 494.2 million, net of $ 5.8 million of unamortized debt issuance costs.

On June 15, 2026, Valley executed the full early redemption of its $ 300 million of 3.00 percent fixed-to-floating rate subordinated notes originally due June 15, 2031.

The notes were redeemed at their par value with no gain or loss recognized on this transaction.

Concurrently, an interest rate swap associated with the fixed interest rate period of the $ 300.0 million subordinated notes expired on the redemption date.

See Note 12 for further details.

There were no other new issuances or maturities, calls or principal repayments of subordinated debt during the six months ended June 30, 2026.

See Note 9 in Valley’s Annual Report for additional information on Valley's $ 150 million of 6.25 percent fixed-to-floating rate subordinated notes issued on September 20, 2022 and due September 30, 2032 that also remained outstanding at June 30, 2026.

Stock–Based Compensation

1 unchanged sentence

Under the plan, Valley may issue awards in amounts up to 14.5 million shares, subject to certain adjustments.

As of March 31, 2026, 4.8 million shares of common stock were available for issuance under the plan.

As of June 30, 2026, 4.8 million shares of common stock were available for issuance under the plan.

RSUs are awarded as performance-based RSUs and time-based RSUs.

4 unchanged sentences

Dividend equivalents, per the terms of the agreements, are accumulated and paid to the grantee at the vesting date or forfeited if the applicable performance or service conditions are not met.

The table below summarizes RSU awards granted and average grant date fair values for the three months ended March 31, 2026 and 2025:

The table below summarizes RSU awards granted and average grant date fair values for the three and six months ended June 30, 2026 and 2025:

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

Award shares granted:

5 unchanged sentences

Stock award fair values are expensed over the shorter of the vesting or required service period.

Valley recorded total stock-based compensation expense of approximately $ 7.7 million and $ 6.8 million for the three months ended March 31, 2026 and 2025, respectively.

As of March 31, 2026, the unrecognized amortization expense for all stock-

based employee compensation totaled approximately $ 69.5 million.

Valley recorded total stock-based compensation expense of $ 8.6 million and $ 6.8 million for the three months ended June 30, 2026 and 2025, respectively, and $ 16.3 million and $ 13.7 million for the six months ended June 30, 2026 and 2025, respectively.

As of June 30, 2026, the unrecognized amortization expense for all stock-based employee compensation totaled approximately $ 61.5 million.

This expense will be recognized over an average remaining vesting period of approximately 2.0 years.

9 unchanged sentences

For derivatives that are designated and qualify as fair value hedges, the gain or loss on the derivative as well as the loss or gain on the hedged item attributable to the hedged risk are recognized in earnings.

During the second quarter 2026, Valley entered into four interest rate swap agreements with a combined notional value of $ 204.3 million to hedge the fair value of certain fixed rate brokered time deposits.

Valley will receive fixed rate amounts ranging from 3.73 percent to 3.93 percent, in exchange for variable rate payments based on the Floating SOFR Overnight Indexed Swap compound rate.

The swaps have expiration dates ranging from December 2026 through August 2028.

During the second quarter 2026, 6 of 11 forward-starting interest rate swap agreements executed in 2024, with a combined notional value of $ 269.5 million, expired.

The remaining five swap agreements executed in 2024 have a combined notional value of $ 210.8 million and expiration dates ranging from April 2027 to June 2027.

Additionally, an interest rate swap agreement with a notional amount of $ 300 million to hedge the change in the fair value of Valley's 3.00 percent fixed-to-floating rate subordinated notes expired on June 15, 2026.

See Note 14 to Valley's Annual Report for additional information regarding Valley's fair value hedges.

Subsequent Fair Value Hedge Transactions

In July 2026, Valley entered into five interest rate swap agreements with a combined notional value of $ 239.0 million to hedge the fair value of certain fixed rate brokered time deposits.

Valley will receive fixed rate amounts ranging from 3.93 percent to 4.16 percent, in exchange for variable rate payments based on the Floating SOFR Overnight Indexed Swap compound rate.

The swaps have expiration dates ranging from February 2027 through December 2027.

Non-designated Hedges.

4 unchanged sentences

As these interest rate swaps do not meet the strict hedge accounting requirements, changes in the fair value of both the customer swaps and the offsetting swaps are recognized directly in earnings.

Valley sometimes enters into risk participation agreements with external lenders where the banks are sharing their risk of default on the interest rate swaps on participated loans.

Valley sometimes enters into risk participation agreements with external lenders where the banks share the risk of default on the interest rate swaps on participated loans.

Valley either pays or receives a fee depending on the type of participation.

2 unchanged sentences

Changes in the fair value of credit derivatives are recognized directly in earnings.

At March 31, 2026, Valley had 61 credit swaps with an aggregate notional amount of $ 928.3 million related to risk participation agreements.

At March 31, 2026, Valley had two “steepener” swaps, each with a current notional amount of $ 10.4 million where the receive rate on the swap mirrors the pay rate on the brokered deposits and the rates paid on these types of hybrid instruments are based on a formula derived from the spread between the long and short ends of the Constant Maturity Swap rate curve.

At June 30, 2026, Valley had 91 credit swaps with an aggregate notional amount of $ 972.1 million related to risk participation agreements.

At June 30, 2026, Valley had two “steepener” swaps, each with a current notional amount of $ 10.4 million where the receive rate on the swap mirrors the pay rate on the brokered deposits and the rates paid on these types of hybrid instruments are based on a formula derived from the spread between the long and short ends of the Constant Maturity Swap rate curve.

Although these types of instruments do not meet the hedge accounting requirements, the change in fair value of both the bifurcated derivative and the stand-alone swap tends to move in opposite directions with changes in the three-month Term SOFR rate and, therefore, provide an effective economic hedge.

2 unchanged sentences

Valley enters into forward commitments for the future delivery of residential mortgage loans when interest rate lock commitments are entered into in order to economically hedge the effect of future changes in interest rates on Valley's commitments to fund the loans as well as on its portfolio of mortgage loans held for sale.

Valley enters into foreign currency forward and option contracts, primarily to accommodate our customers that are not designated as hedging instruments.

Valley enters into foreign currency forward and option contracts primarily to accommodate customers.

These derivatives are not designated as hedging instruments.

Upon the origination of certain foreign currency denominated transactions (including foreign currency holdings and non-U.S.

dollar denominated loans) with a client, we enter into a

respective hedging contract with a third party financial institution to mitigate the economic impact of foreign currency exchange rate fluctuation.

dollar denominated loans) with a client, we enter into a respective hedging contract with a third-party financial institution to mitigate the economic impact of foreign currency exchange rate fluctuation.

During 2024, Valley entered into a credit default swap related to approximately $ 1.5 billion in automobile loans primarily to enhance the risk profile of these assets for regulatory capital purposes.

The covered loans have a total remaining balance of $ 558.4 million within Valley's $ 2.2 billion automobile loan portfolio at March 31, 2026.

The covered loans have a total remaining balance of $ 471.9 million within Valley's $ 2.2 billion automobile loan portfolio at June 30, 2026.

The credit default swap is a free-standing contract measured at fair value with resulting gains or losses recognized in non-interest expense.

The premium amortization expense associated with the credit protection totaling $ 703 thousand and $ 2.0 million for the three months ended March 31, 2026 and 2025, respectively, and was recorded within other expense reported in non-interest expense.

The premium amortization expense associated with the credit protection totaling $ 881 thousand and $ 1.8 million for the three months ended June 30, 2026 and 2025, respectively, and $ 1.6 million and $ 3.8 million for the six months ended June 30, 2026 and 2025, respectively, was recorded within other expense reported in non-interest expense.

Amounts included in the consolidated statements of financial condition related to the fair value of Valley’s derivative financial instruments were as follows:

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Fair Value Fair Value

3 unchanged sentences

Fair value hedge interest rate swaps $ 932 $ 263 $ 415,088 $ 1,319 $ 4,088 $ 780,322

Total derivatives designated as hedging instruments $ 391 $ 4,245 $ 780,322 $ 1,319 $ 4,088 $ 780,322

Derivatives not designated as hedging instruments:

9 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

(in thousands)

Amount of gain reclassified from accumulated other comprehensive loss to interest income $ 173 $ 304 $ 344 $ 605

The accumulated after-tax gains related to the previously terminated cash flow hedges included in accumulated other comprehensive loss were $ 297 thousand and $ 420 thousand at March 31, 2026 and December 31, 2025, respectively.

The accumulated after-tax gains related to the previously terminated cash flow hedges included in accumulated other comprehensive loss were $ 172 thousand and $ 420 thousand at June 30, 2026 and December 31, 2025, respectively.

The entire after-tax gain of $ 172 thousand will be reclassified from accumulated other comprehensive loss to interest income during the remainder of 2026.

1 unchanged sentence

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

(in thousands)

5 unchanged sentences

The changes in the fair value of the hedged item designated as a qualifying hedge are captured as an adjustment to the carrying amount of the hedged item (basis adjustment).

The following table presents the hedged item related to interest rate derivatives designated as fair value hedges and the cumulative basis fair value adjustment included in the net carrying amount of the hedged item at March 31, 2026 and December 31, 2025.

Line Item in the Statement of Financial Condition in Which the Hedged Item is Included Net Carrying Amount of the Hedged Asset/ Liability Cumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Amount of the Hedged Asset/Liability

(in thousands)

March 31, 2026

June 30, 2026

Time deposits $ 415,244 $ 173

Long-term borrowings * 298,026 ( 1,808 )

December 31, 2025

1 unchanged sentence

Long-term borrowings * 295,842 ( 3,790 )

* Net carrying amount includes unamortized debt issuance costs of $ 166 thousand and $ 368 thousand at March 31, 2026 and December 31, 2025, respectively.

The net gains (losses) included in the consolidated statements of income related to derivative instruments not designated as hedging instruments were as follows:

* Net carrying amount includes unamortized debt issuance costs of $ 368 thousand at December 31, 2025.

The net (losses) gains included in the consolidated statements of income related to derivative instruments not designated as hedging instruments were as follows:

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

(in thousands)

1 unchanged sentence

Other non-interest expense $ ( 102 ) $ ( 1,930 ) $ 795 $ ( 4,989 )

Capital markets income reported in non-interest income included fee income related to non-designated hedge derivative interest rate swaps executed with commer cial loan customers and foreign exchange contracts (not designated as hedging instruments) with a combined total of $ 9.6 million and $ 5.8 million for the three months ended March 31, 2026 and 2025, respectively.

Capital markets income reported in non-interest income included fee income related to non-designated hedge derivative interest rate swaps executed with commer cial loan customers and foreign exchange contracts (not designated as hedging instruments) with a combined total of $ 9.6 million and $ 8.3 million for the three months ended June 30, 2026 and 2025, respectively, and $ 19.2 million and $ 14.0 million for the six months ended June 30, 2026 and 2025, respectively.

Collateral Requirements and Credit Risk Related Contingent Features .

6 unchanged sentences

If Valley’s credit rating is reduced below investment grade, or such rating is withdrawn or suspended, then the counterparties could terminate the derivative positions, and Valley would be required to settle its obligations under the agreements.

As of March 31, 2026, Valley was in compliance with all of the provisions of its derivative counterparty agreements.

The total combined fair value of all derivative financial instruments with credit risk-related contingent features was in a net asset position at March 31, 2026.

As of June 30, 2026, Valley was in compliance with all of the provisions of its derivative counterparty agreements.

The total combined fair value of all derivative financial instruments with credit risk-related contingent features was in a net asset position at June 30, 2026.

Valley has derivative counterparty agreements that require minimum collateral posting thresholds for certain counterparties.

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The total amount of collateral held or pledged cannot exceed the net fair values of derivatives with the counterparty.

The table below presents information about Valley’s financial instruments eligible for offset in the consolidated statements of financial condition as of March 31, 2026 and December 31, 2025.

The table below presents information about Valley’s financial instruments eligible for offset in the consolidated statements of financial condition as of June 30, 2026 and December 31, 2025.

Gross Amounts Not Offset

6 unchanged sentences

(in thousands)

March 31, 2026

June 30, 2026

Interest rate swaps and other contracts $ 239,768 $ — $ 239,768 $ — $ ( 189,890 ) $ 49,878

13 unchanged sentences

After initial measurement, the carrying amounts of tax credit investments with non-readily determinable fair values are increased to reflect Valley's share of income of the investee and are reduced to reflect its share of losses of the investee, dividends received and impairments, if applicable.

The following table presents the balances of Valley’s affordable housing tax credit investments and other tax credit investments at March 31, 2026 and December 31, 2025:

The following table presents the balances of Valley’s affordable housing tax credit investments and other tax credit investments at June 30, 2026 and December 31, 2025:

2026 December 31,

4 unchanged sentences

Total tax credit investments, net $ 542,340 $ 500,626

The following table presents other information relating to Valley’s affordable housing tax credit investments and other tax credit investments for the three months ended March 31, 2026 and 2025:

The following table presents other information relating to Valley’s affordable housing tax credit investments and other tax credit investments for the three and six months ended June 30, 2026 and 2025:

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

(in thousands)

13 unchanged sentences

The CEO of Valley is the Chief Operating Decision Maker who assesses performance of each operating segment to better understand their cost, opportunity value and impact to Valley's consolidated earnings.

Each operating

segment is reviewed routinely for its asset growth, contribution to our income before income taxes, return on average interest earning assets and impairment (if events or circumstances indicate a possible inability to realize the carrying amount).

Each operating segment is reviewed routinely for its asset growth, contribution to our income before income taxes, return on average interest earning assets and impairment (if events or circumstances indicate a possible inability to realize the carrying amount).

Valley regularly assesses its strategic plans, operations, and reporting structures to identify its reportable segments.

No changes to the operating segments were determined necessary during the three months ended March 31, 2026.

No changes to the operating segments were determined necessary during the six months ended June 30, 2026.

The Consumer Banking segment is mainly comprised of residential mortgages and automobile loans, and to a lesser extent, business purpose loans to wealth management clients, secured personal lines of credit, home equity loans and other consumer loans.

The duration of the residential mortgage loan portfolio is subject to movements in the market level of interest rates and forecasted prepayment speeds.

The average weighted life of the automobile loans within the portfolio is relatively unaffected by movements in the market level of interest rates.

The weighted average life of the automobile loans within the portfolio is relatively unaffected by movements in the market level of interest rates.

However, the average life may be impacted by new loans as a result of the availability of credit within the automobile marketplace and consumer demand for purchasing new or used automobiles.

6 unchanged sentences

Other non-interest income items and general expenses are allocated from Treasury and Corporate Other to each operating segment utilizing a methodology that involves an allocation of operating and funding costs based on each segment's respective mix of average interest earning assets outstanding for the period, number of deposits, or direct allocation to the segments based on the nature of income and expense.

U nallocated items included in Treasury and Corporate Other consist of net gains and losses on AFS and HTM securities transactions, amortization of tax credit investments, as well as other non-core items, such as corporate restructuring charges.

The accounting for each operating segment and Treasury and Corporate Other includes internal accounting policies designed to measure consistent and reasonable financial reporting and may result in income and expense measurements that differ from amounts under GAAP.

1 unchanged sentence

Furthermore, changes in management structure or allocation methodologies and procedures may result in changes in reported segment financial data.

The following tables represent the financial data for Valley’s operating segments and Treasury and Corporate Other for the three months ended March 31, 2026 and 2025:

Three Months Ended March 31, 2026

The following tables represent the financial data for Valley’s operating segments and Treasury and Corporate Other for the three and six months ended June 30, 2026 and 2025:

Three Months Ended June 30, 2026

Banking Commercial

6 unchanged sentences

Net interest income 74,540 369,262 43,222 487,024

Provision (credit) for credit losses 1,291 27,875 ( 2 ) 29,164

Net interest income after provision for credit losses 73,249 341,387 43,224 457,860

Non-interest income 34,409 33,572 5,730 73,711

Non-interest expense

Salary and employee benefits expense 33,216 101,271 15,945 150,432

Net occupancy expense 5,178 17,952 4,049 27,179

Technology, furniture and equipment expense 6,884 22,055 4,308 33,247

FDIC insurance assessment 2,581 9,110 — 11,691

Professional and legal fees 5,791 19,616 4,126 29,533

Other segment items * 22,274 14,993 21,774 59,041

Total non-interest expense 75,924 184,997 50,202 311,123

Income (loss) before income taxes $ 31,734 $ 189,962 $ ( 1,248 ) $ 220,448

Return on average interest earning assets (pre-tax)

1.11 % 1.88 % ( 0.05 ) % 1.44 %

Net interest margin 2.61 % 3.66 % 1.89 % 3.19 %

Three Months Ended June 30, 2025

Banking Commercial

Banking Treasury and Corporate Other Total

($ in thousands)

Average interest earning assets

$ 10,428,625 $ 38,604,012 $ 8,520,987 $ 57,553,624

Interest income $ 130,616 $ 588,422 $ 85,974 $ 805,012

Interest expense 68,915 248,524 55,165 372,604

Net interest income 61,701 339,898 30,809 432,408

Provision for credit losses 717 37,078 4 37,799

7 unchanged sentences

Professional and legal fees 3,344 14,191 2,435 19,970

Loss on extinguishment of debt — — 922 922

Other segment items * 12,021 17,337 20,108 49,466

4 unchanged sentences

Net interest margin 2.37 % 3.52 % 1.45 % 3.01 %

Three Months Ended March 31, 2025

Six Months Ended June 30, 2026

Banking Commercial

6 unchanged sentences

Net interest income 147,617 724,800 86,132 958,549

Provision (credit) for credit losses ( 8,733 ) 71,408 ( 14 ) 62,661

Provision for credit losses 2,497 47,913 10 50,420

Net interest income after provision for credit losses 145,120 676,887 86,122 908,129

12 unchanged sentences

Net interest margin 2.60 % 3.65 % 1.85 % 3.17 %

Six Months Ended June 30, 2025

Banking Commercial

Banking Treasury and Corporate Other Total

($ in thousands)

Average interest earning assets

$ 10,428,621 $ 38,416,202 $ 8,379,663 $ 57,224,486

Interest income $ 253,079 $ 1,168,318 $ 168,367 $ 1,589,764

Interest expense 134,357 494,934 107,960 737,251

Net interest income 118,722 673,384 60,407 852,513

(Credit) provision for credit losses ( 8,016 ) 108,486 ( 10 ) 100,460

Net interest income after provision for credit losses 126,738 564,898 60,417 752,053

Non-interest income 66,546 44,001 10,351 120,898

Non-interest expense

Salary and employee benefits expense 64,268 202,163 21,609 288,040

Net occupancy expense 9,477 34,417 7,477 51,371

Technology, furniture and equipment expense 12,503 40,322 7,738 60,563

FDIC insurance assessment 5,350 19,709 — 25,059

Professional and legal fees 6,243 25,134 4,263 35,640

Loss on extinguishment of debt — — 922 922

Other segment items * 26,307 32,780 40,058 99,145

Total non-interest expense 124,148 354,525 82,067 560,740

Income (loss) before income taxes $ 69,136 $ 254,374 $ ( 11,299 ) $ 312,211

Return on average interest earning assets (pre-tax)

1.33 % 1.32 % ( 0.27 ) % 1.09 %

Net interest margin 2.27 % 3.50 % 1.44 % 2.98 %

* Other segment items include amortization of intangible assets, amortization of tax credit investments and other general operating expenses.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements